University of Virginia Library

Article 5.

It is mutually agreed by and between the parties hereto,
that the said Trust Company shall be entitled to just and reasonable
compensation for all the services which it may hereafter
render in this trust, and the payment to it of all outlays

and expenses incurred in the execution of this trust, to
be paid by the said Rector and Visitors, their successors or
assigns, and that the said Trust Company shall not be answerable
for the default or misconduct of any agent by it with
reasonable care appointed, nor for anything whatsoever in connection
with this trust except willful misconduct, or failure
to exercise ordinary care. And it shall be no part of the
duty of the said Trust Company to see to the recording or filing
of this deed of trust, or to the renewing thereof; nor to
the making or renewal of any insurance on the property hereby
conveyed, nor as to its amount or validity.

And it is further agreed that the said Trust Company, or
any trustee hereafter appointed, may be removed by the votes
of two thirds in interest of the holders of said bonds issued
and outstanding at the time being, which vote for the removal
of a trustee must be taken at a meeting of the said bondholders,
and must be attested by the hands and seals of the Chairman and
Secretary of such meeting, or by a statement in writing under
the hands and seals of two-thirds in interest of the bondholders,
duly acknowledged.

And it is further mutually agreed that the said Trust
Company, or any trustee hereafter appointed, may resign and
discharge themselves of the trust created by these presents,
by giving notice to the said Rector and Visitors, in writing,
at least three months before resignation shall take effect,
or by giving such other notice as shall be accepted by the
said Rector and Visitors, and upon the due execution and delivery
of the conveyance hereinafter required. And it is

hereby expressly declared and agreed, that, in case any time
hereafter the said Trust Company, or any trustee hereafter
appointed, shall die or resign, or be removed, or become incapable,
or unfit to act in the said trust, then in case there
is no existing default in the payment of the interest or principal
of any of the said bonds secured hereby, the said Rector
and Visitors shall, by an instrument under their corporate
seal and recorded in the clerk's office of Albemarle County
Court, appoint a successor or successors of such deceased, removed,
or incapable trustee or trustees; but if there shall be
any existing default in the payment of any such principal or
interest, or if the said Rector and Visitors shall for six
months decline or neglect to appoint such successor or successors,
then in that case the holders of the bonds secured
hereby, acting by a majority in interest, shall be, and they
are hereby, authorized and empowered by an instrument or instruments,
in writing under their respective hands and seals,
duly acknowledged as aforesaid, at a meeting of the said bondholders,
to appoint a successor or successors to such deceased,
removed or incapable trustee or trustees.

And such successor or successors that are so appointed
shall immediately upon his or their acceptance of the trust become
vested with all the power, authority and estates held or
possessed by the trustee trustees whom he or they shall have
been appointed to succeed, without further assurance or conveyance.

And thereupon all the power and authority herein, and all
the estate, right, title and interest in the property affected

hereby of such resigned or removed trustee or trustees shall
wholly cease or determine. But notwithstanding, the surving
or continuing trustee, if there be such, and the trustee or
trustees resigning or being removed, shall upon request in
writing of the new trustee or trustees, execute and deliver
to him or them all such conveyances or other instruments as
shall be fitted or expedient for the purpose of assuring to
such new trustee or trustees the legal estate in the premises.

And it is hereby declared and agreed that in the case the
holders of said bonds shall fail or omit to appoint a new trustee
or trustees in manner aforesaid, application may be made by
the said Rector and Visitors, or by any holders of any of the
said bonds, to any court of competent to entertain jurisdiction
of the proceedings to enforce the lien of these presents, for
the appointment of a new trustee or new trustees to be made
upon such reasonable notice to the parties in interest as the
said court shall deem proper.